SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Washburn Halbert S

(Last) (First) (Middle)
515 SOUTH FLOWER STREET
SUITE 4800

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BreitBurn Energy Partners L.P. [ BBEP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Co-Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Units Representing Limited Partner Interests 02/19/2009 M 23,700 A (4) 23,700 D
Common Units Representing Limited Partner Interests 690,751 I BreitBurn Energy Corporation(1)
Common Units Representing Limited Partner Interests 11,920 I Family trust(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Phantom Units(3) (4) 02/19/2009 M 23,700 (4) (4) Common Units 23,700 $0(4) 73,934 D
Explanation of Responses:
1. The reported common units are owned directly by BreitBurn Energy Corporation of which Mr. Washburn is the 48% owner. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
2. The reported common units are owned directly by the Washburn Family Trust, and Mr. Washburn has the power and authority to dispose of the common units and, accordingly, may be deemed to be the beneficial owner of such common units.
3. Each Restricted Phantom Unit ("RPU") is the economic equivalent of one common unit representing a limited partner interest in BBEP (a "common unit") which includes a distribution equivalent right that entitles the holder to cash distributions at the same rate payable to common unitholders on a quarterly basis.
4. The RPUs that vested on January 1, 2009 were settled for common units on 2/19/09. On each of January 1, 2010 and January 1, 2011, one-half of the remaining RPUs will be settled for an equal number of common units.
/s/ Roberta E. Kass, Attorney-in-Fact 02/23/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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